Common use of Resignation and Removal of Depositary; Appointment of Successor Depositary Clause in Contracts

Resignation and Removal of Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary under this Agreement by written notice of its election to do so delivered to the Issuer, such resignation to take effect thirty (30) days after the date of such notification or upon the earlier appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. (b) If the Depositary resigns, the Issuer shall, within thirty (30) days after the delivery of the notice of resignation, appoint a successor Depositary, which shall be a bank or trust company having a combined capital and surplus of at least $50,000,000. If within thirty (30) days after the delivery of the notice of resignation of the Depositary, no successor Depositary has been appointed, the Issuer shall act as the Depositary until such time as the Issuer appoints a successor Depositary. Any successor Depositary shall execute and deliver to its predecessor and to the Issuer an instrument in writing accepting its appointment, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor, upon payment of all sums due it and upon the written request of the Issuer, shall execute and deliver an instrument transferring to the successor Depositary all rights and powers of the predecessor under this Agreement, shall duly transfer all Securities on deposit to the successor Depositary, and shall deliver to the successor Depositary a list of the Record Holders of all outstanding Depositary Receipts. Any successor Depositary shall promptly mail notice of its appointment to the Record Holders of Depositary Receipts. (c) Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary under this Agreement hereunder by written notice of its election to do so delivered to the IssuerCompany, such resignation to take effect thirty (30) days after the date of such notification or upon the earlier appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. (b) If . The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary resignsacting hereunder shall resign or be removed, the Issuer shall, within thirty (30) days after the delivery of the notice of resignation, Company shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having a combined capital and surplus an office in the Borough of at least $50,000,000Manhattan, The City of New York. If within thirty (30) days after the delivery of the notice of resignation of the Depositary, no Every successor Depositary has been appointed, the Issuer shall act as the Depositary until such time as the Issuer appoints a successor Depositary. Any successor Depositary depositary shall execute and deliver to its predecessor and to the Issuer Company an instrument in writing accepting its appointmentappointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The ; but such predecessor, nevertheless, upon payment of all sums due it and upon on the written request of the Issuer, Company shall execute and deliver an instrument transferring to the such successor Depositary all rights and powers of the such predecessor under this Agreementhereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities on deposit to the successor Depositarysuch successor, and shall deliver to the such successor Depositary a list of the Record Holders Owners of all outstanding Depositary Receipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the Record Holders of Depositary Receipts. (c) Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary under this Depositary Agreement by upon sixty (60) days’ written notice of its election to do so delivered to the IssuerPartnership, such resignation to take effect thirty (30) days after the date of such notification or upon the earlier appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may terminate its obligations under this Agreement ten (10) days after a demand for payment of unpaid invoices is delivered in writing to the Partnership and the Partnership has not responded with payments as demanded. (b) The Depositary may at any time be removed by the Partnership upon sixty (60) days’ written notice of removal delivered by the Partnership to the Depositary. Such removal shall be effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. (bc) If the Depositary resignsresigns or is removed, the Issuer Partnership shall, within thirty (30) days after the delivery of the notice of resignation, appoint a successor Depositary, which shall be a bank or trust company having a combined capital and surplus of at least $50,000,000. If within thirty (30) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary. If no successor has been appointed within seventy-five (75) days of the Depositary, no successor Depositary has been appointeddelivery of the notice of resignation or removal, the Issuer General Partner shall act as become the Depositary until such time as the Issuer appoints a successor Depositarydepositary. Any successor Depositary depositary shall execute and deliver to its predecessor and to the Issuer Partnership an instrument in writing accepting its appointment, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor, upon payment of all sums any sum due it and upon on the written request of the Issuer, Partnership and at the Partnership’s sole expense shall execute and deliver an instrument transferring to the successor Depositary depositary all rights and powers of the predecessor under this Agreement, shall duly transfer deliver to and deposit with the successor depositary all Securities Certificates theretofore on deposit to with the successor Depositary, predecessor and shall deliver to the successor Depositary depositary a list of the Record Holders of all outstanding Depositary ReceiptsUnits and Units and all records and books maintained by it. Any successor Depositary depositary shall promptly mail notice of its appointment to the Record Holders of Depositary ReceiptsHolders. (cd) Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or of any further act.

Resignation and Removal of Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary under this Agreement depositary hereunder, with or without cause, by written notice of its election to do so delivered to Eastern American, the Issuer, such Trustee and the Record Holders. Such resignation to take effect thirty (30) days after the date of such notification or shall be effective upon the earlier appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. (b) . If the Depositary resigns, the Issuer Trustee shall, within thirty (30) 60 days after the delivery of the notice of resignation, appoint a successor Depositarydepositary, which shall be a bank or trust company having a combined capital capital, surplus and surplus undivided profits of at least $50,000,000100,000,000. If within thirty (30) 60 days after the delivery of the such notice of resignation of the Depositaryresignation, no successor Depositary depositary has been appointed, a successor depositary shall either (i) be designated by the Issuer resigning Depositary or (ii) be appointed by any state or Federal District Court having jurisdiction in New York, upon the application of any Trust Unitholder, the resigning Depositary, the Trustee or Eastern American, and in the event such application is filed, such court may appoint a temporary depositary at any time after such application is filed which shall act have such powers and duties as the court appointing such temporary depositary shall provide in its order of appointment, consistent with the provisions of this Agreement. Any such temporary depositary need not meet the minimum standards of capital, surplus and undivided profits otherwise required of a successor depositary under this Section 10.01. (b) The Depositary until may at any time be removed as depositary hereunder, with or without cause, by the Trustee, by Eastern American or by a vote of holders of a majority of the Depositary Units by written notice delivered to the Depositary. Such removal shall be effective upon the delivery of notice of such time removal; provided that the Depositary shall not be removed unless a successor depositary having a combined capital, surplus and undivided profits of at least $100,000,000 has been designated by the Trustee, Eastern American or such majority holders, as the Issuer appoints a successor Depositary. case may be, and has accepted such appointment as of the date of delivery of such removal notice. (c) Any successor Depositary depositary to any resigned or removed depositary shall execute and deliver to its predecessor predecessor, the Trustee and to the Issuer Eastern American an instrument in writing accepting its appointment, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor, upon payment of all sums due it and upon the written request of Eastern American or the IssuerTrustee, shall execute and deliver an instrument transferring to the successor Depositary depositary all of its rights and powers of the predecessor hereunder (other than rights previously accrued under this AgreementArticle VIII or Article IX hereof), shall duly transfer all Deposited Securities on deposit to the successor Depositary, depositary and shall deliver to the successor Depositary depositary a list of the all Record Holders of and all outstanding Depositary Receiptsother records and materials. Any successor Depositary depositary shall promptly mail notice of its appointment to the all Record Holders Holders. No Entity serving as Depositary shall be individually liable by reason of Depositary Receiptsany act or omission of any other Entity serving as Depositary. (cd) Any corporation into or with which the Entity serving as Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act, provided that such successor shall have combined capital, surplus and undivided profits of at least $100,000,000.

Resignation and Removal of Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary under this Depositary Agreement by upon sixty (60) days’ written notice of its election to do so delivered to the IssuerPartnership, such resignation to take effect thirty (30) days after the date of such notification or upon the earlier appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may terminate its obligations under this Agreement ten (10) days after a demand for payment of unpaid invoices is delivered in writing to the Partnership and the Partnership has not responded with payments as demanded. (b) The Depositary may at any time be removed by the Partnership upon sixty (60) days’ written notice of removal delivered by the Partnership to the Depositary. Such removal shall be effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. ​ (c) If the Depositary resignsresigns or is removed, the Issuer Partnership shall, within thirty (30) days after the delivery of the notice of resignation, appoint a successor Depositary, which shall be a bank or trust company having a combined capital and surplus of at least $50,000,000. If within thirty (30) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary. If no successor has been appointed within seventy-five (75) days of the Depositary, no successor Depositary has been appointeddelivery of the notice of resignation or removal, the Issuer General Partner shall act as become the Depositary until such time as the Issuer appoints a successor Depositarydepositary. Any successor Depositary depositary shall execute and deliver to its predecessor and to the Issuer Partnership an instrument in writing accepting its appointment, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor, upon payment of all sums any sum due it and upon on the written request of the Issuer, Partnership and at the Partnership’s sole expense shall execute and deliver an instrument transferring to the successor Depositary depositary all rights and powers of the predecessor under this Agreement, shall duly transfer deliver to and deposit with the successor depositary all Securities Certificates theretofore on deposit to with the successor Depositary, predecessor and shall deliver to the successor Depositary depositary a list of the Record Holders of all outstanding Depositary ReceiptsUnits and Units and all records and books maintained by it. Any successor Depositary depositary shall promptly mail notice of its appointment to the Record Holders of Depositary Receipts.Holders. ​ (cd) Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or of any further act.. ​

Resignation and Removal of Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary under this Agreement depositary hereunder by written notice of its election to do so delivered to the Issuer, such Partnership. Such resignation to take effect thirty (30) days after the date of such notification or shall be effective upon the earlier appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. (b) The Depositary may at any time be removed as depositary hereunder by the Partnership by written notice delivered to the Depositary. Such removal shall be effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. (c) If the Depositary resignsresigns or is removed, the Issuer Partnership shall, within thirty (30) 30 days after the delivery of the notice of resignationresignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company having a combined capital and surplus of at least $50,000,000. If within thirty (30) 30 days after the delivery of the such notice of resignation of or removal, as the Depositarycase may be, no successor Depositary depositary has been appointed, the Issuer General Partner shall act as the Depositary depositary until such time as the Issuer Partnership appoints a successor Depositarydepositary. Any successor Depositary depositary shall execute and deliver to its predecessor and to the Issuer Partnership an instrument in writing accepting its appointment, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor, upon payment of all sums due it and upon the written request of the IssuerPartnership, shall execute and deliver an instrument transferring to the successor Depositary depositary all of its rights and powers of the predecessor under this Agreementhereunder, shall duly transfer all Securities Certificates on deposit to the successor Depositary, depositary and shall deliver to the successor Depositary depositary a list of the all Record Holders of and all outstanding Depositary Receiptsother records and materials. Any successor Depositary depositary shall promptly mail notice of its appointment to the all Record Holders of Depositary ReceiptsHolders. (cd) Any corporation corporation-into or with which the Depositary may be merged or consolidated or to which the Depositary shall transfer all or substantially all of its shareholder services business shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary under this Agreement hereunder by 120 days written notice of its election so to do so delivered to the IssuerCompany, such resignation to take effect thirty (30) days after the date of such notification or upon the earlier appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. . The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of (bi) If the Depositary resigns, the Issuer shall, within thirty (30) days 120th day after the delivery of the notice to the Depositary and (ii) the appointment of resignationa successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having a combined capital and surplus an office in the Borough of at least $50,000,000Man­hattan, The City of New York. If within thirty (30) days after the delivery of the notice of resignation of the Depositary, no Every successor Depositary has been appointed, the Issuer shall act as the Depositary until such time as the Issuer appoints a successor Depositary. Any successor Depositary depositary shall execute and deliver to its predecessor and to the Issuer Company an instrument in writing accepting its appointmentappointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The ; but such predecessor, nevertheless, upon payment of all sums due it and upon on the written request of the Issuer, Company shall execute and deliver an instrument transferring to the such successor Depositary all rights and powers of the such predecessor under this Agreementhereunder, shall duly assign, transfer all and deliver nominal ownership in the Deposited Securities on deposit to such successor with the successor Depositarybeneficial ownership to remain vested in the Owners, and shall deliver to the such successor Depositary a list of the Record Holders Owners of all outstanding Depositary Receipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the Record Holders of Depositary Receipts. (c) Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.